Terms of Service

TERMS OF SERVICE

Thank you for your interest in Rigetti & Co, Inc., a Delaware corporation (commonly referred to as Rigetti Computing) (“Rigetti”), and our proprietary software-as-a-service based quantum computing service. Please carefully read these Terms of Service (together with the Additional Policies, the “Terms”) carefully, as they are a legally binding contract between you and Rigetti, governing your use of Rigetti’s Service and associated Licensed Materials (as such terms are defined below). BY CLICKING “I ACCEPT,” OR BY OTHERWISE ACCESSING OR USING THE SOFTWARE OR SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BY BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SERVICE.

ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 15, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND RIGETTI ARE EACH WAIVING CERTAIN RIGHTS TO A TRIAL BY JURY OR PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

In consideration of the opportunity to access and use Rigetti’s Service (defined below), you and Rigetti hereby agree as follows:

Eligibility and Registration.

You must be at least 18 years old to use the Service. If you are using the Service on behalf of a company, entity, or organization, then you represent and warrant that you are an authorized representative of that organization with the authority to bind such organization to these Terms, and that you agree to these Terms on behalf of such organization. “You” or “your” in these Terms refers to (i) such organization, (ii) you, an individual user, and (iii) any other personnel accessing and using the Service on your organization’s behalf. The Service is not for use by any entity that is restricted from using the Service (or that Rigetti is restricted from providing the Service to) by applicable law, and you may not use the Service if such use would violate any applicable law, including without limitation U.S. export control laws and regulations (e.g., the Export Administration Regulations and the International Traffic in Arms Regulations), trade sanction and economic embargo programs administered by the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), and other applicable United States and foreign export control laws and regulations (collectively, “Export Control Laws”).

To access certain features and functionalities of the Service and Software (including without limitation any access to our quantum computing services), you must submit an application to register for an account, which Rigetti may approve or reject in its sole discretion. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, physical address, entity name and affiliation, payment instrument information, or other similar information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and associated developer keys, and you accept responsibility for all activities and purchases that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at support@rigetti.com.

Use and Restrictions.

Software and Service. Rigetti’s software includes certain quantum virtualization software tools and libraries that collectively operate as a simulator of Rigetti’s quantum processors (the “Virtualization Software”) and certain quantum processing software tools and libraries that enable access to, and the execution of software on, Rigetti’s native hardware quantum processor units and associated hardware (such hardware, “QPUs” and such software, “Quantum Processor Software”, which, together with the Virtualization Software, is defined as the “Software”). Such Software, together with associated documentation and specifications, including a specification for Rigetti’s proprietary quantum computing instruction set (such documentation and specifications, “Documentation”), and a developer license key or other similar authentication credential (the “Key”) that is necessary to enable you to access Rigetti’s hosted quantum computing service (which may consist of either virtualized, or native hardware QPU implementations, at Rigetti’s sole discretion), are herein referred to as the “Platform”, which together with other related web properties, documentation, and information Rigetti may make available to you in connection with its business are referred to as the “Service”.

Delivery.

Virtualization Software. Following your acceptance of these Terms and Rigetti’s acceptance of your registration, Rigetti will make available to you the Virtualization Software, Documentation, and Key.

Quantum Processor Software. Following your acceptance of these Terms and Rigetti’s acceptance of your registration, Rigetti may also, in its sole discretion, elect to provide you access to the Quantum Processor Software to enable you to execute your software on QPUs. Rigetti may in some cases accept written proposals (“Proposals”) from users of the Service who desire access to the Quantum Processor Software and QPUs, which Proposals may include the code that users plan to run on the QPUs. If you submit a Proposal, Rigetti may, in its sole discretion, accept or reject your Proposal, and if accepted, may limit your access to QPUs solely for the purpose of implementing your Proposal. You agree that if Rigetti provides you access to QPUs, you will use good faith efforts to provide Feedback (as defined in Section 5(b)) to Rigetti regarding your use of Quantum Processor Software and QPUs, including in response to any specific requests from Rigetti. You also agree and acknowledge that Rigetti may learn from or otherwise use any submitted code or any other aspects of your Proposal. Any such access shall be on an as-is, where-is basis, without warranty of any kind, and Rigetti specifically makes no commitment hereunder regarding the functionality, availability, uptime, or performance of its QPUs and Quantum Processor Software. Rigetti will determine the quantity, scheduling and availability of any access to QPUs provided hereunder in its sole discretion, and may withdraw such access at any time in its sole discretion.

Software License. The following applies to Software made available by Rigetti to you under these Terms, it being understood that where Rigetti makes software available to you outside these Terms under a separate license, such as software available from Rigetti’s Github, Atlassian, or similar public repositories under one or more open source licenses, the terms of such separate licenses apply.

Software License. The following applies to Software made available by Rigetti to you under these Terms, it being understood that where Rigetti makes software available to you outside these Terms under a separate license, such as software available from Rigetti’s Github, Atlassian, or similar public repositories under one or more open source licenses, the terms of such separate licenses apply.

Source Code License. With respect to any Software delivered by Rigetti in source code form, or otherwise identified as subject to restrictions on modification, subject to the terms and conditions of these Terms, Rigetti hereby grants to you a nonexclusive, non-transferable, non-sublicensable, revocable, royalty free, fully paid up, right and license during the Term to internally reproduce, prepare derivative works of and create improvements based on such software, including the right to build additional related modules and applications designed to interact with the Software (collectively “Enhancements”), and to use such Enhancements in accordance with the license granted in Section 2(c)(i).

Platform. Subject to the terms and conditions of these Terms, Rigetti grants to you nonexclusive limited and revocable permission to access and use those specific features and APIs of the Platform associated with your Key during the Term solely through implementations of the Software (and Enhancements) that are compliant with all applicable Documentation, solely for its intended purpose. You understand and acknowledge that Rigetti may, in its sole discretion, route your workloads through either a physical hardware implementation or a virtualized implementation of the Platform, or both of the foregoing.

Restrictions. Except to the extent expressly permitted by a separate license between you and Rigetti, you shall not distribute, publicly display, or publicly perform the Software, Documentation, Enhancements (the “Licensed Materials”), or any part of the Service, or make the Licensed Materials or any part of the Service available to any third party, or use the Licensed Materials or Platform in any product or service, or for any competitive purpose. Except, and solely to the extent that such a restriction is impermissible under applicable law or third party license, you may not (a) decompile, reverse engineer, or otherwise access or attempt to access any aspect of the hardware or software (including without limitation any configuration of the foregoing) that is used in connection with providing the Service (including any attempt to access source code for any Software not delivered to you in source code form) or use the Service to develop any competing product or service, except to the extent that such restrictions are expressly prohibited by law; or (b) interfere with or circumvent any feature of the Software or Service, including without limitation any access control or security feature (c) spoof, obscure, or falsify any keys or other authentication information submitted to the Service; or (d) use the Service in violation of any applicable Guidelines, which you agree may be enforced by Rigetti through technological means. Unless Rigetti provides separate written permission, such as through executing a separate written license agreement covering the use of the Licensed Materials, you must uninstall and delete the all copies of the Licensed Materials following termination or expiration of these Terms.

Additional Terms and Policies. The following terms and policies are incorporated by reference into, and made part of, the Terms. By accessing, or using any portion of the Service, you acknowledge that you have read, understood and agree to be bound by these linked policies, as well as the terms set forth herein.

Privacy Policy. The Rigetti Privacy Policy, which describes Rigetti's policies related to the collection, use, and disclosure of your personally identifiable information is hereby incorporated into these Terms by reference.

Additional Guidelines. When using the Service, you will be subject to any additional posted guidelines, rules, or policies applicable to specific services and features which may be posted from time to time (the “Guidelines”). All such Policies are hereby incorporated by reference into these Terms.

Modifications. Rigetti reserves the right to change the terms of these Terms on a going-forward basis at any time, within its sole discretion. The revised version will indicate the last publication date, and while Rigetti will use reasonable efforts to notify you of any such changes, Rigetti encourages you to review these Terms periodically for updates. Modifications will become effective upon the earlier of (a) your acceptance of the modified Terms, (b) your use of the Software and/or the Service with actual knowledge of the modified Terms, or (c) thirty (30) days following our publication of the modified Terms through the Software and/or the Service (including without limitation on Rigetti’s website). Notwithstanding the foregoing, modifications are only effective on a going-forward basis, and disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. If you do not agree to a change, you may terminate these Terms (including without limitation terminating your account and suspending all use of the Software and Service), and Rigetti will refund you a prorated amount of fees paid in advance for Service not yet rendered.

Support and Professional Services. Rigetti may, but is not obligated to, provide you certain services with respect to your use of the Licensed Materials and Service hereunder (“Professional Services”). Rigetti may provide such Professional Services at no charge, but reserves the right to charge for such Professional Services at its then-standard rates for such services, provided that Rigetti notifies you in advance of performing any paid Professional Services, and you agree to pay for such Professional Services. Any modifications or updates to the Software, Platform, or Documentation delivered by Rigetti to you in connection with the provision of Professional Services will be owned by Rigetti, but will be deemed part of the Software, Platform, or Documentation, as applicable, for all purposes hereunder.

Ownership; Feedback; Reference.

Ownership. As between you and Rigetti, Rigetti retains all its right, title and interest, including patents, copyrights, trade secrets, and trademarks, and other intellectual property rights (collectively, “IPR”), in the Licensed Materials, the Service, and all derivative works thereof prepared by or on behalf of Rigetti, including all software, content, information, and data contained, embodied, implemented, or incorporated therein. Except for the limited permission to use the Licensed Materials and Service expressly granted herein, nothing in these Terms shall be deemed or interpreted to grant or imply any transfer or license of any IPR of Rigetti to you.

Feedback. During and following the Term you may, but are not required to (except as expressly obligated above), provide Rigetti with information and feedback regarding the features and performance of the Service (which may include proposed features, modifications, improvements, or enhancements, and/or copies of any actual Enhancements you prepare), or information regarding any and all failures, errors, deficiencies, or other malfunctions in the Licensed Materials or Service along with any associated error messages (collectively, the “Feedback”). In such a case, you hereby grant to Rigetti and its affiliates a worldwide, nonexclusive, royalty free, fully paid up, perpetual, irrevocable, transferable, sublicensable (through multiple tiers) right and license under your and your affiliates’ IPR to use and exploit the Feedback, or any quantum computing instructions or similar code or requests submitted to or through the Service, and to practice any method therein, for any purpose without restriction or payment or attribution to you. Feedback is not provided on a confidential basis, irrespective of any language to the contrary in any correspondence or communication in which Feedback is transmitted to Rigetti.

Data and Code. You understand and acknowledge that any data or code you submit to, through, or in connection with the Service (including the contents of any Proposal) may be accessed by Rigetti, and may be used by Rigetti during and after the Term in connection with developing, enhancing, and providing the Service on behalf of you and our other customers, including with respect to tuning and implementing the underlying technology and associated algorithms, software and applications, models, and implementations, provided that the foregoing is not a license to disclose your data or the entirety of your code to any third party in raw, disaggregated form, or in a manner that identifies you as the source of the data or code. Rigetti is under no obligation to store or delete any particular user data or code.

Non-Assert. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against Rigetti or any of its affiliates, customers, vendors, business partners, or licensors, any claim alleging that Rigetti’s development, distribution, or provision of, or any such third party’s contribution to or use of, the Licensed Materials or Service provided hereunder infringe, violate, or misappropriate any IPR that you own or have a right to license.

References. Upon Rigetti’s request, you agree to use reasonable efforts to serve as a reference to other prospective Rigetti customers, industry analysts, and potential investors. You agree and acknowledge that Rigetti may use your name and logo to identify you as a user of the Service and in connection with Rigetti’s promotional and marketing activities.

Third Party Software. The Licensed Materials may include, or be distributed together with, certain third party software, including open source software. Information regarding such software can be found in the materials accompanying the distribution, and such materials are made available and licensed to you by the original authors on the license terms provided therein. To the extent it is legally required to do so, Rigetti will provide you with copies of the underlying source code to any such materials, upon a valid request made in accordance with the applicable license terms.

Prohibited Uses. You agree not to use the Service or any aspect or feature thereof for any unlawful purpose or in any way that might harm, damage, or disparage any other party. Without limiting the proceeding sentence, you agree that you will not, do or attempt to:

Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any part of the Service, use of the Service, access to the Service, or content obtained through the Service, other than as expressly permitted herein;

Access or use the Service for any comparative or competitive research purposes;

Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, or features that enforce limitations on the use of the Service or any content therein;

Use any manual or automated means (other than our publicly documented APIs) to extract and/or compile content from the Service;

Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious software programs, or any material that is regulated under any applicable law, including privacy, export, or similar regulatory regimes;

Interfere with or disrupt the Service, networks or servers connected to the Service, or violate the regulations, policies or procedures of such networks or servers;

Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of all or part of the Service, Software, or any other part thereof (including probing or otherwise attempting to access or discover the underlying methods, processes, or technologies used or embodied in the Service or the Software), except and solely to the extent such restriction is impermissible pursuant to applicable law, or otherwise attempt to use or access any of the Service other than as intended; or

Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or for which you do not have the full right to provide to Rigetti for use in accordance with these terms, including by incorporating any such material in your User Content.

User Content.

General. The Service may currently or in the future provide allow you and other users to submit, post, and share content such as text, images, and other media content (“User Content”). You retain all your rights in User Content, but if you choose to provide any User Content to Rigetti, we require a license to such User Content. By providing User Content to Rigetti you hereby grant Rigetti and its affiliates, sublicensees, partners, designees, and assignees of the Service (collectively, the “Rigetti Licensees”) a non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, transferable, worldwide license, without obligation, to use, reproduce, distribute, modify, adapt, publicly display, publicly perform, and otherwise exploit your User Content and derivatives thereof in connection with the Service and Rigetti’s (and its successors’) business, including, without limitation, for marketing, promoting, and redistributing part or all of the Service (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed.

User Content Representations and Warranties. You are solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent, and warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Rigetti to use all User Content in the manner contemplated by these Terms, and to grant the rights and license set forth herein, and (ii) your User Content, Rigetti's or any Rigetti Licensee's use of such User Content pursuant to these Terms, and User Content does not and will not: (a) infringe, violate, or misappropriate any third-party right; (b) slander, defame, libel, or invade the right of privacy, publicity of any other person; or (c) violate any applicable law or regulation, or constitute any false or misleading advertising or unfair business practice.

No Obligation to Publish. Rigetti makes no representations that it will publish or make available any User Content on the Service, and reserves the right, in its sole discretion, to reject or remove any User Content at any time with or without notice. Without limiting the generality of the preceding sentence, Rigetti complies with the Digital Millennium Copyright Act, and will remove User Content upon receipt of a compliant takedown notice (see Section 8 titled "Digital Millennium Copyright Act", below).

Digital Millennium Copyright Act.

Compliance. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the address provided in our public filings with the U.S. Copyright Office:

Notices. Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

a description of the copyright-protected work or other intellectual property right that you claim has been infringed;

a description of the material that you claim is infringing and where it is located on the Service;

your address, telephone number, and email address;

a statement by you that you have a good faith belief that the use of those materials on the Service is not authorized by the copyright owner, its agent, or the law; and

a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Repeat Infringers. It is Rigetti's policy to terminate the accounts of users that are determined by us to be repeat infringers. If we receive multiple notices that your User Data is infringing, your account may be subject to termination.

Confidentiality. Rigetti may, from time to time, make available certain features and functionalities of the Service to certain users that are not available to the general public. You agree and acknowledge that making such features available to another user does not entitle you to access them, and making such features available to you does not entitle you to access any other features that Rigetti has not expressly authorized you to access. Without limiting the generality of the foregoing, any private beta or similar features, functionalities, or uses are confidential information of Rigetti, and you will not use them for any purpose other than the purpose for which they were provided, and you will not disclose the existence or nature of such features or functionalities to any third party. In addition, Rigetti may, from time to time, provide select users with confidential information regarding Rigetti’s systems or technology, and you agree (i) you will not reproduce, distribute, or use such confidential information for any purpose other than evaluating the Service and providing Feedback, and (ii) you will not disclose such confidential information to any third party.

Fees and Payment. Rigetti may now or in the future charge for access and use of the some or all of the Service based on a variety of different plans, the pricing for which will be made available to you at the time of purchase (the “Fees”). You agree to pay the applicable Fees, if any, for any purchases you make through the Services. Rigetti may process payments for purchases at or near the time of purchase, and may roll up several purchases made into a single charge. Rigetti reserves the right to suspend access to the Service, or terminate these Terms and any rights or licenses provided herein in the event of nonpayment (including in the event that any payment instrument you have on file is invalid or cannot be charged for any reason).

Term and Termination. Your right to use the Rigetti Service commences on the date you accept these Terms, first access or first use the Software and Service and lasts until terminated (collectively, the “Term”). Access to the Service offered on a subscription basis will last for the applicable subscription term. These Terms and all permissions or rights or licenses granted to you may be suspended or terminated by Rigetti at any time and for any reason immediately upon notice to you, and in connection with termination, Rigetti may suspend your access and usage rights, including through technological measures such as disabling the applicable Key in whole or in part. Sections 2(e), 5, and 7-17 survive expiration or termination of these Terms for any reason. You will return or destroy (at Rigetti’s election) all Licensed Material, Keys, or other Rigetti materials or confidential information (including all copies) within your possession, custody, or control promptly upon termination or expiration of these Terms.

Indemnity. You agree to indemnify and hold harmless Rigetti and its affiliates or any related companies, licensors and suppliers, and their respective directors, officers, employees, agents, representatives, and contractors from all damages, injuries, liabilities, costs, fees and expenses (including, but not limited to, legal and accounting fees) arising from or in any way related to (i) your use or misuse of the Service; (ii) your User Content; (iii) your breach or other violation of these Terms including any representations, warranties and covenants herein; (iv) your violation of the rights of any other person or entity, including, but not limited to claims that any User Content infringes or violates any third party intellectual property rights. Rigetti reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You may not settle any matter without the prior written consent from Rigetti.

Disclaimer. YOU ACKNOWLEDGE THAT YOU MAY, WITHIN RIGETTI’S SOLE DISCRETION, RECEIVE ACCESS TO BETA VERSIONS OF THE LICENSED MATERIALS AND SERVICE, AND THAT THE LICENSED MATERIALS AND SERVICE ARE PROVIDED ON AN “AS IS” BASIS, AND RIGETTI AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AVAILABILITY, OR OTHERWISE.

Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL RIGETTI OR ANY OF ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU HEREUNDER FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF BUSINESS, LOSS OF USE, LOST PROFIT, OR LOSS OF DATA. THE FOREGOING LIMITATION APPLIES WHETHER OR NOT YOU HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND IRRESPECTIVE OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. IN ADDITION TO THE LIMITATIONS SET FORTH ABOVE, IN NO EVENT WILL RIGETTI’S LIABILITY TO YOU EXCEED AMOUNTS ACTUALLY PAID HEREUNDER. You acknowledge that Rigetti’s ability to grant the licenses granted hereunder to you on the terms provided herein is based on the above limitations, and you agree that the limitations in this Section represent a reasonable allocation of risk for the parties.

Dispute Resolution and Arbitration.

Generally. In the interest of resolving disputes between you and Rigetti in the most expedient and cost effective manner, and except as described in Section 15(b), you and Rigetti agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND RIGETTI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions. Despite the provisions of Section 15(a), nothing in these Subscription Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

Arbitrator. Any arbitration between you and Rigetti will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this Agreement. The AAA Rules and filing forms are available online at http://www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Rigetti. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Rigetti’s address for notice is: Rigetti & Co, Inc., 775 Heinz Ave., Berkeley, CA 94710. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Rigetti may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Rigetti must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Rigetti will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Rigetti in settlement of the dispute prior to the arbitrator’s award; or (iii) $5,000.

Fees. If you commence arbitration in accordance with these Terms, Rigetti will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Santa Clara, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Rigetti for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

No Class Actions. YOU AND RIGETTI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Rigetti agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Modifications to this Arbitration Provision. If Rigetti makes any future change to this arbitration provision, other than a change to Rigetti’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Rigetti’s address for Notice of Arbitration, in which case your account with Rigetti will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

Enforceability. If Section 15(f) is found to be unenforceable or if the entirety of this Section 15 is found to be unenforceable, then the entirety of this Section 15 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 17 will govern any action arising out of or related to these Terms.

Export Control. Your use of the Service and Software shall comply with all Export Control Laws, and you shall not export, or allow the export or re-export of any commodity, software or technology (collectively, “Item”), or any product containing or derived from any such Item, in violation of Export Control Laws. You represent that the Service and any Items will not be used in connection with activities relating to nuclear, biological, or chemical weapons proliferation or missile proliferation. You represent that you are not a “Restricted Party,” which shall be deemed to include any person or entity that is (1) located or established in, organized under the laws of, or controlled by the government or by one or more nationals of Cuba, Iran, North Korea, Sudan, Syria, the Crimea Region of the Ukraine, or any other country or territory that may, from time to time, become subject to U.S. export controls for anti-terrorism reasons or designated as a country that is subject to a general prohibition on U.S. persons engaging in financial and/or export transactions; (2) on any restricted or prohibited party list maintained by the U.S. Government, including the U.S. Department of Commerce Denied Persons List, Entity List, or Unverified List; OFAC’s List of Specially Designated Nationals and Blocked Persons, List of Foreign Sanctions Evaders, or Sectoral Sanctions Identifications List; or the U.S. Department of State List of Debarred Parties; (3) part of, affiliated with, or controlled by any non-U.S. military organization; or (4) acting on behalf of or for the benefit of someone designated in (1) through (3) above. If you become a Restricted Party during the term of this Agreement, you shall immediately notify Rigetti, and Rigetti may immediately terminate access to the Service in its sole discretion. You represent and warrant that you will not grant access to the Service or otherwise provide, export or sell any Item to a Restricted Party. You shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to use of the Service or the export from the U.S. of all Items to any location and shall upon request demonstrate to Rigetti compliance with all applicable export control and import laws and regulations. You will immediately notify Rigetti if you have any information or suspicion that there may be a violation of applicable Export Control Laws in connection with use of the Service and Software. You will fully cooperate and cause your personnel to comply with all terms in this Section 16, including, but not limited to, cooperating with Rigetti in Rigetti’s review or investigation in relation to actual or possible violations of this Section 16.

Miscellaneous. The Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. To the extent permitted by Section 15 to be brought in a court of law, any dispute arising hereunder shall be subject to the exclusive jurisdiction of the courts located in Alameda County, California. The parties agree that the Uniform Computer Information Transaction Act (or any statutory implementation of it) and the United Nations Convention on the International Sale of Goods will not apply with respect to these Terms or the parties' relationship. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, (it being understood that any transaction or series of transactions resulting in a direct or indirect change in the control, whether by merger, sale of stock, operation of law, or otherwise, will be deemed an assignment for the purpose of these Terms), but may be assigned by Rigetti without restriction. Any assignment in violation of the foregoing will be void. Subject to the foregoing, these Terms will be binding upon the parties’ respective successors and permitted successors and assigns. These Terms constitutes the entire agreement between you and Rigetti with respect to the subject matter hereof. In the event that a portion of these Terms is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the Agreement will remain in full force and effect. Failure to strictly enforce any provision of these Terms will not be construed as a waiver of any provision or right, and waiver by either party of a breach of any provision of these Terms or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.